0%. 1100008238 | | tg 800211934718 TCiySateIZ PRON A) 08/14/11--O1001--019 Deccue Gwar Ewan Tusness Entty Namey es) a om acy F fn Centies Copies Conticates of Status ae z= mw > oO Special instructions to Fling Offcer & 8 = : Office Use Only = e e ao . WOMOCDON TSS & eo|1SPIEGEL & UTRERA. P.A. ‘hequrs Nane) 840 SOUTHWEST 22ND STREET, 4TH FLOOR 1, FL_33145 - (305) 854-6000 OFFICE USE ONLY CORPORATION NAME(S) & DOCUMENT NUMBER(S) (if known): 1, RESTAURANT CONNECT, INC, (Comportion Nan oan Fh 2. ‘Comoran Nad ‘Beaneat 3. ‘Compo Nas) Donen 4 ‘orp aos) Dacca walk-in C] Pick up time Certified Copy Mail out [_] witt wait [1] Photocopy Certificate of Status NEW FILINGS [is Sees GEAMENDMENTS 1 ogo 8 Profit ‘Amendment 8 NonProfit Resignation of R.A., Officer/Director s Limited Liability ‘Change of Registered Agent z= Domestication Dissolution/ Withdrawal 2 2 Other Merger oe “REGISTRATION? © OTHER FILINGS” QUALIFICATION »:; ‘Annual Report Foreign Fictitious Name Limited Partnership ‘Name Reservation Reinstatement ‘Trademark Other Examiner's InitialsFie SECRETARY SIISIGHE OF Cr 21 SEP 19 AH 8: Ob FLORIDA DEPARTMENT OF STATE Division of Corporations SUBJECT: TAGG VENTURES INC. Ret 4Number: W11000047566 lease select a new name and make the correction in all appropriate places. One imiore major words may be added to make the name distinguishable from the Bre Core presently on file. ding “of Florida" or "Florida" to the end of a name is not acceptable. jase return the corrected original and one copy of your document, along with a opy of this letter, within 60 days or your filing will be considered abandoned. i§you have any questions concerning the filing of your document, please call 0) 245-6973. ease Specialist I! Letter Number: 911400021345 lew Filing Section : www sunbiz.orgARTICLE 4 - INCORPORATOR The name and street address of the incorporator of this Corporation is: Elsie Sanchez 1840 Southwest 22nd Street, 4th Floor Miami, Florida 33145 ARTICLE 5 - OFFICERS The officers of the Corporation shalll be: President: Adam Christopher Vice-President: Jenn Christopher Secretary: Adam Christopher \g addresses shall be the same as the principal office of the Corporation. QD SPEGEL EUTRERA PA TAWYERS se www. amerilawyer®.com *¥'g40 CORAL WAY, 4TH FLOOR, MIAMI, FL 33145 - (305) 854-6000 - (800) 603-3900 - FACSIMILE (305) 860-2076RESTAURANT CONNECT, ING. Page 2 ARTICLE 6 - DIRECTOR(S: Adam Christopher Jenn Christopher AR’ - CORPORATE CAPITALIZATION ‘ 7.1 The maximum number of shares that this Corporation is authorized to Rave outstanding at any time is TEN THOUSAND (10,000) shares of common stock, Sch share having the par value of ONE CENT ($.01). j 7.2 All holders of shares of common stock shall be identical with each other every respect and the holders of common shares shall be entitled to have unlimited Fucting rights on all shares and be entitled to one vote for each share on all matters on *' 7.3 AN holders of shares of common stock, upon the dissolution of the 7.4 No holder of shares of stock of any class shall have any preemptive right subscribe to or purchase any additional shares of any class, or any bonds or sCOfvertible securities of any nature; provided, however, that the Board of Director(s) may, in authorizing the issuance of shares of stock of any class, confer any 7.5 The Board of Director(s) of the Corporation may authorize the issuance ime to time of shares of its stock of any class, whether now or hereafter authorized, or securities convertible into shares of its stock of any class, whether now ‘-sadvisable, subject to such restrictions or limitations, if any, as may be set forth in the yylaws of the Corporation. GD SPIEGEL & UTRERA, PA LAWYEe® Ss www.amerilawyer®.com IMILe (305) 860-2076RESTAURANT CONNECT. RC. Page 3 ARTICLE 8 - SUB-CHAPTER S CORPORATION The Corporation may elect to be an S Corporation, as provided in Sub-Chapter S of the Internal Revenue Code of 1986, as amended. 8.1. The shareholders of this Corporation may elect and, if elected, shall continue such election to be an $ Corporation as provided in Sub-Chapter S of the Internal Revenue Code of 1986, as amended, unless the shareholders of the Corporation unanimously agree otherwise in writing. 8.2 After this Corporation has elected to be an S Corporation, none of the shareholders of this Corporation, without the written consent of all the shareholders of this Corporation shall take any action, or make any transfer or other disposition of the shareholders’ shares of stock in the Corporation, which will result in the termination or revocation of such election to be an S Corporation, as provided in Sub- chapter S of the Internal Revenue Code of 1986, as amended. 8,3 Once the Corporation has elected to be an $ Corporation, each share of ued by this Corporation shall contain the following legend: "The shares of stock represented by this certificate cannot be transferred if such transfer would void the election of the Corporation to be taxed under Sub-Chapter S of the Internal Revenue Code of 1986, as amended.” ARTICLE 9 - SHAREHOLDERS’ RESTRICTIVE AGREEMENT All of the shares of stock of this Corporation may be subject to a Shareholders’ Restrictive Agreement containing numerous restrictions on the rights of shareholders of the Corporation and transferability of the shares of stock of the Corporation. A copy of the Shareholders’ Restrictive Agreement, if any, is on file at the principal office of the Corporation. ARTICLE 10 - POWERS OF CORPORATION The Corporation shall have the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, subject to any limitations or restrictions imposed by applicable law or these Articles of Incorporation. ARTICLE 11. - TERM OF EXISTENCE This Corporation shall have perpetual existence. GID SPEGEL BUTRERA, PA. LAWYERS ‘wesw. amerilawyer®.com 300) 603-3900 - FACSIMILE (305) 860-2076 1840 CoRAL WAY, 4TH Floor,RESTAURANT CONNECT, INC Poge & ARTICLE 12 - REGISTERED OWNER(S) The Corporation, to the extent permitted by law, shall be entitled to treat the person in whose name any share or right is registered on the books of the Corporation as the owner thereto, for all purposes, and except as may be agreed in writing by the Corporation, the Corporation shall not be bound to recognize any equitable or other claim to, or interest in, such share or right on the part of any other person, whether or not the Corporation shall have notice thereof. ARTICLE 13 - REGISTERED OFFICE AND REGISTERED AGENT The initial address of registered office of this Corporation is Spiegel & Utrera, P.A,, located at 1840 Southwest 22nd Street, 4th Floor, Miami, Florida 33145. The fame and address of the registered agent of this Corporation is Spiegel & Utrera, P.A., 1840 Southwest 22nd Street, 4th Floor, Miami, Florida 33145. ARTICLE 14 - BYLAWS The Board of Director(s) of the Corporation shall have power, without the assent or vote of the sharehalders, to make, alter, amend or repeal the Bylaws of the Corporation, but the affirmative vote of a number of Directors equal to a majority of the number who would constitute a full Board of Director(s) at the time of such action shall be necessary to take any action for the making, alteration, amendment or repeal of the Bylaws. ARTICLE 15 - EFFECTIVE DATE These Articles of Incorporation shall be effective immediately upon approval of the Secretary of State, State of Florida. ARTICLE 16 - AMENDMENT The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, or in any amendment hereto, or to add any provision to these Articles of Incorporation or to any amendment hereto, in any manner now or hereafter prescribed or permitted by the provisions of any applicable statute of the State of Florida, and all rights conferred upon shareholders in these Articles of Incorporation or any amendment hereto are granted subject to this reservation. GW SPIEGEL & UTRERA PA, LAWYER § ‘woww.amerilawyer® com ZACSIMILE (305) 860-2076RESTAURANT CONNECT. INC Page 5 The Corporation shall indemnify a director or officer of the Corporation who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because the director or officer is or was a director or officer of the Corporation against reasonable attorney fees and expenses incurred by the director or officer in connection with the proceeding. The Corporation may indemnify an individual made a party to a proceeding because the individual is or was a director, officer, employee or agent of the Corporation against liability if authorized in the specific case after determination, in the manner required by the board of directors, that indemnification of the director, officer, employee or agent, as the case may be, is permissible in the circumstances because the director, officer, employee or agent has met the standard of conduct set forth by the board of directors. The indemnification and advancement of attorney fees and expenses for directors, officers, employees and agents of the Corporation shall apply when such persons are serving at the Corporation's request while a director, officer, employee or agent of the Corporation, as the case may be, as a director, officer, partner, trustee, employee or agent of another foreign or domestic Corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, whether or not for profit, as well as in their official capacity with the Corporation. The Corporation also may pay for or reimburse the reasonable attorney fees and expenses incurred by a director, officer, employee or agent of the Corporation who is a party to a proceeding in advance of final disposition of the proceeding. The Corporation also may purchase and maintain insurance on behalf of an individual arising from the individual's status as a director, officer, employee or agent of the Corporation, whether or not the Corporation would have power to indemnify the individual against the same liability under the law. All references in these Articles of Incorporation are deemed to include any amendment or successor thereto. Nothing contained in these Articles of Incorporation shall limit or preclude the exercise of any right relating to indemnification or advance of attorney fees and expenses to any person who is or was a director, officer, employee or agent of the Corporation or the ability of the Corporation otherwise to indemnify or advance expenses to any such person by contract or in any other manner. If any word, clause or sentence of the foregoing provisions regarding indemnification or advancement of the attorney fees or expenses shall be held invalid as contrary to law or public policy, it shall be severable and the provisions remaining shall not be otherwise affected. All references in these Articles of Incorporation to “director”, “officer", “employee” and “agent” shall include the heirs, estates, executors, administrators and personal representatives of such persons. @ SPIEGEL & UTRERA, PA. LAWYERS www amerilawyer®.com 1840 CORAL WAY, 4TH FLOOR, MIAMI, FL 33145 - (305) 8% 300) 603: (305) 860-2076ACCEPTANCE OF REGISTEI IGNATED IN ARTICLES OF INCORPORA’ Spiegel! & Utrera, P.A., having a business office identical with the registered Sffice of the Corporation name above, and having been designated as the Registered the above and foregoing Articles of incorporation, is familiar with and accepts ligations of the position of Registered Agent under the applicable provisions of Spiegel & Utrera, P.A. GD SPEGEL EUTRERA PA. SS sewwamerner com